Physicswallah Ltd IPOPWL

The IPO opens on 11 Nov 2025 & closes on 13 Nov 2025.

Physicswallah Limited was originally incorporated at Prayagraj, Uttar Pradesh as 'Physicswallah Private Limited', a private limited Company with the Registrar of Companies dated June 6, 2020. The status of the Company was changed from Private Limited to Public Limited as per the approval received from Registrar of Companies, Uttar Pradesh on January 08, 2025 and the name of the Company changed to Physicswallah Limited. The Company's business consist of education by providing online and offline coaching and study material for test preparation courses of various competitive exams such as NEET, JEE, MBA, UPSC, GATE, CA, etc in revision classes. The Company started business by offering courses online and have expanded to multiple channels of delivery - online, offline and hybrid. In FY 2021, Company launched the digital e-learning app on play store 'Physics Wallah, launched courses for JEE and NEET category, launched first Pathshala Center in New Delhi, India. It commenced publication and sale of study material books business in 2021. In 2022, it launched first Vidyapeeth center in Kota, Rajasthan, launched 'PhysicsWallah National Scholarship Admission Test', operated in online and offline formats; launched the digital e-learning app 'Physics Wallah' on iOS; launched the website 'pw.live'. In 2023, Company acquired 'Xylem Learning Private Limited' and 'Utkarsh Classes & Edutech Private Limited' as subsidiaries. It launched 'AI Guru', an AI backed tool to students for queries in the form of text, image, and audio responses in 2024. It formed Memorandum of Understanding with an association to provide educational support to the families of Central Reserve Police Force personnel in FY 2025. Company is planning to raise money via initial public offer aggregating Rs 3820 Cr equity shares of Re 1 each, comprising a fresh issue of Rs 3100 Cr and Rs 720 Cr equity shares through offer for sale.

Physicswallah Ltd IPO will close on 13 Nov 2025.

<ul><li>We had 4.46 million Total Number of Paid Users in Fiscal 2025 which grew at a CAGR of 59.19% between Fiscals 2023 and 2025 and we had 2.43 million Paid Users in the three months ended June 30, 2025, driven by a student community-led approach.</li><li>We have a presence across 13 education categories in India with courses offered through multiple channels.</li><li>Our proprietary technology-stack enhances students' learning experience.</li><li>Our ecosystem generates network effects driven by our community based approach.</li><li>Specialized faculty members across categories, content and well-planned curriculum leading to successful results.</li><li>We have an experienced management team led by our visionary founders.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Alakh Pandey</td> <td>1051200000</td> <td>40.31</td> <td>1033768807</td> <td>36.15</td> </tr> <tr> <td>2</td> <td>Prateek Boob</td> <td>1051200000</td> <td>40.31</td> <td>1033768807</td> <td>36.15</td> </tr> </tbody> </table>

<ul><li>The company has incurred restated loss for the period/year of Rs. 1,270.09 million, Rs. 718.12 million, Rs.2,432.58 million, Rs.11,311.30 million and Rs.840.75 million for the three months ended June 30, 2025 and June 30, 2024, and Fiscals 2025, 2024 and 2023, respectively, and have had negative net worth as at March 31, 2024 and negative EBITDA in Fiscal 2024 and the three months ended June 30, 2025. If the company is unable to generate adequate revenue growth and manage its expenses and cash flows as the company grow, its may continue to incur losses in the future, which may negatively affect its financial condition.</li><li>Its success depends on the company ability to attract and retain students. Any failures to do so could adversely impact its business, reputation, financial conditions and cash flows.</li><li>The company success depends on its ability to attract and retain faculty members. Any failures to do so could adversely impact its business, operations, financial condition and cash flow.</li><li>The company business depends substantially on the continued leadership of its founders (also the company Promoters), Alakh Pandey and Prateek Boob, members of its management and the company employees. Any discontinuation of their services with it could adversely impact its business.</li><li>Its success depends on the company ability to provide updated and relevant content across Education Categories. Any failures to do so could have an adverse impact on student outcomes, student enrolments, business, financial condition and cash flows.</li><li>26.64%, 15.63%, 12.33% and 17.61% of its Number of Unique Transacting Users (Online Channel) are enrolled for courses across NEET, JEE, Other government examinations and Foundation Education Categories for the three months ended June 30, 2025. Its failures to offer these Education Categories or increase enrolments across its other Education Categories could have an adverse impact on the company operations and cash flows.</li><li>The company derives a significant portion of its offline revenue from the offline centers located in the Indian cities of Delhi NCR, Patna in Bihar, Kota in Rajasthan, Calicut in Kerala, Lucknow in Uttar Pradesh and Kolkata in West Bengal. Any failure to expand our network of offline centers could expose it to concentration risks which could impact its business and operations.</li><li>The company has entered, and will continue to enter into, related party transactions that may potentially involve conflicts of interest.</li><li>The company is yet to identify the exact locations for the setting up its new offline centers and have not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer and the costs to be incurred in relation to such Objects are based on the quotations received from the vendors or estimates of the management.</li><li>Certain of its Subsidiaries, Xylem, Knowledge Planet and Utkarsh Classes have incurred losses in Fiscals 2025 and 2024 and the three months ended June 30, 2025 and June 30, 2024 and had negative net worth, other equity and earnings per share in the past, and portion of the Net Proceeds will be invested in the acquisition of additional shareholding in Utkarsh Classes. If they continue to incur losses, its may be required to continue providing financial support to them which may adversely affect the company consolidated cash flows, results of operations and financial condition.</li><li>The "PhysicsWallah" brand is critical to its success, and the company incur advertisement and publicity expenses to promote new courses and maintain its brand. If the company is not able to maintain its brand or reputation or its subject to negative publicity, there could be a material impact on the company reputation and operations.</li><li>The company has a limited operating history of less than six years, particularly in its offline and hybrid channels of delivery, and its business has experienced rapid growth in recent years. The company failures to continue increasing its offline and online services could adversely impact the company business, operations, cash flows and financial condition.</li><li>If the company is unable to make strategic acquisitions, investments or alliances, or successfully integrate them with its business, operations, reputation, results of operations, financial condition and cash flows could be adversely affected, and the integration would require significant attention of the management.</li><li>There have been instances of procedural non-compliance of Sections 42 and 62 of the Companies Act, 2013, in relation to historical allotments of equity shares by one of its Subsidiary, iNeuron.</li><li>Its proposed expansion plans relating to the opening of new offline centers are subject to the risk of unanticipated delays in implementation and cost overruns.</li><li>Failures to protect students' safety and security may negatively impact its reputation and business.</li><li>If the company is classified as a passive foreign investment company for U.S. federal income tax purposes, U.S. investors in Equity Shares may be subject to adverse U.S. federal income tax consequences.</li><li>The company has less control on the operations of some of its offline centers which are operated under franchisee arrangements, which may have a material negative effect on its reputation, business, cash flows and financial condition.</li><li>The company significantly expanded into its offline channels of delivery for the three months ended June 30, 2024 and June 30, 2025 and in Fiscals 2025, 2024 and 2023, and as a result face increased risks relating to its offline channels of delivery.</li><li>The Net Proceeds will be deployed over a long period of time and any delay may impact its operations and profitability.</li><li>Its expanded into the company offerings with acquisitions such as iNeuron and Preponline. However, the company did not realize the business synergies envisaged through some of these acquisitions.</li><li>If the company does not continue to develop its technology stack or introduce new tech-backed tools, the company may not remain competitive and its business, cash flows, financial condition and results of operations could be adversely affected.</li><li>Any disruptions in the availability of its social media channels, website or apps due to systems failures or for any other reason could adversely affect its business, financial condition, cash flows and results of operations.</li><li>Examination report issued by its Statutory Auditors discloses certain qualifications included in the auditors report for certain matters specified in the Report on Other Legal and Regulatory Requirements for Fiscal 2025, 2024 and 2023, on the Companies (Auditor's Report) Order 2020 for Fiscals 2025, 2024, and 2023, and a disclaimer on the report on internal financial controls under clause (i) of subsection 3 of Section 143 of the Companies Act, 2013 for Fiscal 2023. Further, its auditors report on special purpose Ind AS financial statements for Fiscal 2023 includes an emphasis of matter. If such qualified opinions or qualifications or disclaimers or emphasis of matter are included in future audit reports, the trading price of the Equity Shares may be adversely affected.</li><li>The company faces competition in the test preparation industry and across Education Categories from organized players and independent teachers. A significant increase in competition could compel it to reduce course fees or provide higher discounts. The company failures to compete effectively could adversely affect its business, financial condition, cash flows and results of operations.</li><li>All its premises, including the company offline centers and its Registered and Corporate Office are located on leased/licensed property. If the lease/license agreements are terminated or not renewed on time or on commercially viable terms, its business, revenues and cash flows may be materially adversely affected.</li><li>Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders' approval.</li><li>If the company Net Proceeds to be utilised towards inorganic growth through unidentified acquisitions are insufficient for the cost of its proposed inorganic acquisition, the company may have to seek alternative forms of funding.</li><li>The company engage multiple third-party service providers in connection with its operations. Any failures by these third-parties to provide their services to it could have a material adverse impact on the company business, financial condition, cash flows and results of operations.</li><li>Its inability to collect receivables and default in payment from the company third-parties could result in adversely affecting its business cash flows.</li><li>The company had provision for expected credit loss of trade receivables of Rs.42.09 million, Rs.33.08 million, Rs.14.48 million, Rs.51.46 million and Rs.37.49 million as at March 31, 2025, March 31, 2024, March 31, 2023, June 30, 2025 and June 30, 2024 respectively. If its counterparties does not meet their obligations under their contracts, its business, results of operations, cash flows and financial condition may be adversely affected.</li><li>Failures to deal effectively with any fraudulent transactions by its students, third-party service providers and the company employees could harm its business and reputation and expose it to liability. In addition, financial misappropriation, theft, negligence or similar incidents by its employees may adversely affect the company results of operation and cash flows.</li><li>The company is subject to risks related to seasonality as its student enrolment depends on dates of various examinations.</li><li>The company is subject to Governmental regulation, and any regulatory or legal framework introduced in the future may increase its compliance requirements and costs, which may adversely affect its business, cash flows, results of operations and prospects.</li><li>The company requires certain approvals and licenses in the ordinary course of business, and the failures to obtain or retain them in a timely manner may adversely affect its operations.</li><li>The Company and its Subsidiaries are involved in outstanding legal proceedings and any adverse outcome in any of these proceedings may adversely impact its business, reputation, financial condition, cash flows and results of operations.</li><li>The company has invested in certain non-banking financial companies, including Lord Krishna Financial Services Limited, which provides loans to students to pursue educational courses. Any delays in repayment or non-recovery of such loans could have an adverse effect on its business, reputation, results of operations, financial condition and cash flows.</li><li>Any actual or perceived cybersecurity, data or privacy breach could interrupt its operations and adversely affect the company reputation, brand, business, financial condition, cash flows and results of operations. Regulatory, legislative or self-regulatory/standard developments regarding privacy and data security matters could adversely affect its ability to conduct the company business.</li><li>The course study material prepared by it for the company students may be plagiarized or its may be accused of plagiarism, which may have a material adverse effect on its business, cash flows and results of operations.</li><li>Failures to protect its intellectual property rights may affect the company business, cash flows and results of operations.</li><li>Its funding requirements and proposed deployment of Net Proceeds of the Offer are based on management estimates and have not been independently appraised by a bank or a financial institution and if there are any delays or cost overruns, its business, financial condition, cash flows and results of operations may be adversely affected.</li><li>The company relies primarily on third-party policies to insure its operations-related risks. If our insurance coverage is inadequate, it may have an adverse effect on its business, financial condition, cash flows and results of operations.</li><li>If the company is unable to use software licensed from third parties, including open source software, its business, cash flows, results of operations and financial condition may be adversely affected.</li><li>There have been certain instances of delays in the payment of statutory dues by the Company in the past. Any delay in payment of statutory dues by the Company in future, may result in the imposition of penalties and in turn may have an adverse effect on the Company's business, financial condition, results of operation and cash flows.</li><li>The company expanded its operations in the Middle East with the acquisition of Knowledge Planet in Fiscal 2023, and in the United States with the incorporation of Physics Wallah, Inc. in Fiscal 2025. The company is accordingly subject to risks associated with doing business internationally.</li><li>The company had contingent liabilities as per Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets as at the dates indicated in the table below, and its financial condition and cash flows could be adversely affected if any of these contingent liabilities materialize.</li><li>Its may requires additional capital to support the growth of the company business and this capital might not be available on acceptable terms, if at all.</li><li>If the company is unable to comply with repayment and other covenants in its financing agreements, the company business, financial condition and cash flows could be adversely affected.</li><li>Alakh Pandey, one of its Promoters, is the Whole-Time Director and Chief Executive Officer of the Company does not have a formal higher educational degree.</li><li>The wide variety of payment methods that the company accept subjects it to third-party payment processing related risks.</li><li>Its Directors, Key Managerial Personnel and Senior Management Personnel have interests in the Company in addition to their remuneration and reimbursement of expenses.</li><li>Certain sections of this Red Herring Prospectus contain information from the Redseer Report which has been exclusively commissioned and paid for by it in relation to the Offer and any reliance on such information for making an investment decision in this offering is subject to inherent risks.</li><li>The company track certain operational and non-GAAP measures with internal systems and tools and does not independently verify such measures. Certain of its operational measures are subject to inherent challenges in measurement and any real or perceived inaccuracies in such measures may adversely affect its business and reputation.</li><li>The company has issued specified securities during the preceding twelve months at a price which may be below the Offer Price.</li><li>The Promoters of the Company who are substantial shareholders, will receive proceeds from the Offer.</li><li>There are no listed peers of the Company and potential investors may not have a peer to draw a comparison with the Company.</li></ul>

The Issue type of Physicswallah Ltd is Book Building.

The minimum application for shares of Physicswallah Ltd is 137.

The total shares issue of Physicswallah Ltd is 319266055.

Initial public offering of 319,330,921 equity shares of face value of Re. 1/- each ("equity shares") of Physicswallah Limited (the "company" or the "issuer") for cash at a price of Rs. 109^ per equity share including a securities premium of Rs. 108^ per equity share (the "offer price") aggregating to Rs. 3480.00 crores (the "offer"). The offer comprises a fresh issue of 284,468,537 equity shares of face value of Re.1/- by the company aggregating to Rs. 3100.00 crores ("fresh issue") and an offer for sale of 34,862,384 equity shares of face value of Rs. 1/- each aggregating to Rs. 380.00 crores ("offer for sale") comprising an offer for sale of 17,431,192 equity shares of face value of Re.1/- each aggregating to Rs. 190.00 crores by Alakh Pandey and 17,431,192 equity shares of face value of Re. 1/- each aggregating to Rs. 190.00 crores by Prateek Boob ("promoter selling shareholders" together with the such equity shares, the "offered shares").